Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - CASEYS GENERAL STORES INC | form8-k.htm |
| EX-4.1 - RIGHTS AGREEMENT - CASEYS GENERAL STORES INC | ex4-1.htm |
Exhibit 3.1(b)
Articles
of Amendment
to
the
Restatement
of the
Restated
and Amended
Articles
of Incorporation of
Casey’s
General Stores, Inc.
To the
Secretary of State of the State of Iowa:
Pursuant to the provisions of Section
490.1006 of the Iowa Business Corporation Act, the undersigned corporation
hereby amends its Restatement of the Restated and Amended Articles of
Incorporation (the “Articles of
Incorporation”), and for that purpose, submits the following
statement:
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1.
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The
name of the corporation is Casey’s General Stores, Inc. (the “Company”).
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2.
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On
April 16, 2010, the Company adopted an amendment to its Articles of
Incorporation, the text of which is attached hereto as Annex
A.
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3.
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The
amendment was duly adopted by the Board of Directors without shareholder
approval, as shareholder approval is not required pursuant to Section
490.1005 of the Iowa Business Corporation
Act.
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Dated:
April 16, 2010
| CASEY'S GENERAL STORES, INC., | |||
| by | |||
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/s/ Robert J. Myers | |
| Name: Robert J. Myers | |||
| Title: President and Chief Executive Officer | |||
ANNEX
A
DESIGNATIONS,
PREFERENCES AND RELATIVE
PARTICIPATING,
OPTIONAL AND OTHER SPECIAL RIGHTS
AND
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SERIES A
SERIAL PREFERRED STOCK OF
CASEY’S
GENERAL STORES, INC.
SECTION 1. Designation and Number of
Shares. The shares of such series shall be designated as
“Series A Serial Preferred Stock” (the “Series A Serial Preferred
Stock”). The number of shares initially constituting the
Series A Serial Preferred Stock shall be 250,000; provided, however, that, if
more than a total of 250,000 shares of Series A Serial Preferred Stock shall be
issuable upon the exercise of Rights (the “Rights”) issued
pursuant to the Rights Agreement dated as of April 16, 2010, between Casey’s
General Stores, Inc. (the “Company”) and
Computershare Trust Company, N.A., a federally chartered trust company, as
Rights Agent (the “Rights Agreement”),
the Board of Directors of the Company (the “Board”), pursuant to
Section 490.602 of the Iowa Business Corporation Act, shall direct by resolution
or resolutions that a certificate be properly executed, acknowledged, filed and
recorded, in accordance with the provisions of Section 490.120 thereof,
providing for the total number of shares of Series A Serial Preferred Stock
authorized to be issued to be increased (to the extent that the Restatement of
the Restated and Amended Articles of Incorporation of the Company (the “Articles of
Incorporation”) then permits) to the largest number of whole shares
(rounded up to the nearest whole number) issuable upon exercise of such
Rights.
SECTION 2. Dividends or
Distributions. (a) Subject to the superior rights
of the holders of shares of any other series of preferred stock of the Company
or other class of capital stock of the Company ranking superior to the shares of
Series A Serial Preferred Stock with respect to dividends, the holders of shares
of Series A Serial Preferred Stock shall be entitled to receive, when, as and if
declared by the Board, out of the assets of the Company legally available
therefor, (1) quarterly dividends payable in cash on the last day of each fiscal
quarter in each year, or such other dates as the Board shall approve (each such
date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or a fraction of a share of Series A Serial Preferred
Stock, in the amount of $0.085 per whole share (rounded to the
nearest cent) less the amount of all cash dividends declared on the Series A
Serial Preferred Stock pursuant to the following clause (2) since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Serial Preferred Stock (the total of which shall
not, in any event, be less than zero) and (2) dividends payable in cash on the
payment date for each cash dividend declared on the shares of Common Stock, no
par value per share, of the Company (the “Common Stock”) in an
amount per whole share (rounded to the nearest cent) equal to the Formula Number
(as hereinafter defined) then in effect times the cash dividends then to be paid
on each share of Common Stock. In addition, if the Company shall pay
any dividend or make any distribution on the Common Stock payable in assets,
securities or other forms of noncash consideration (other than dividends or
distributions solely in shares of Common Stock), then, in each such case, the
Company shall simultaneously pay or make on each outstanding whole share of
Series A Serial Preferred Stock a dividend or distribution in like kind equal to
the Formula Number then in effect times such dividend or distribution on each
share of Common Stock. As used herein, the “Formula Number” shall
be 1,000; provided, however, that, if at
any time after April 16, 2010, the Company shall (i) declare or pay any dividend
on the Common Stock payable in shares of Common Stock or make any distribution
on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock
split or otherwise) the outstanding shares of Common Stock into a larger number
of shares of Common Stock or (iii) combine (by a reverse stock split or
otherwise) the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then in each such event the Formula Number shall be
adjusted to a number determined by multiplying the Formula Number in effect
immediately prior to such event by a fraction, the numerator of which is the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
are outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further
that, if at any time after April 16, 2010, the Company shall issue any shares of
its capital stock in a merger, reclassification, or change of the outstanding
shares of Common Stock, then in each such event the Formula Number shall be
appropriately adjusted to reflect such merger, reclassification or change so
that each share of Series A Serial Preferred Stock continues to be the economic
equivalent of a Formula Number of shares of Common Stock prior to such merger,
reclassification or change.
(b) The Company shall
declare a cash dividend on the Series A Serial Preferred Stock as provided in
Section 2(a)(2) immediately prior to or at the same time it declares a cash
dividend on the Common Stock; provided, however, that, in the
event no cash dividend shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, during the period between the first issuance of any share or
fraction of a share of Series A Serial Preferred Stock, a dividend of $0.085 per
whole share on the Series A Serial Preferred Stock shall nevertheless accrue on
such subsequent Quarterly Dividend Payment Date or the first Quarterly Dividend
Payment Date, as the case may be. The Board may fix a record date for
the determination of holders of shares of Series A Serial Preferred Stock
entitled to receive a dividend or distribution declared thereon, which record
date shall be the same as the record date for any corresponding dividend or
distribution on the Common Stock.
(c) Whether or not declared,
dividends shall begin to accrue and be cumulative on outstanding shares of
Series A Serial Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of issue of such shares, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue and
be cumulative from and after the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A Serial Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from and after such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Serial Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
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(d) So long as any shares of
Series A Serial Preferred Stock are outstanding, no dividends or other
distributions shall be declared, paid or distributed, or set aside for payment
or distribution, on the Common Stock unless, in each case, the dividend required
by this Section 2 to be declared on the Series A Serial Preferred Stock
shall have been declared and set aside.
(e) The holders of shares of
Series A Serial Preferred Stock shall not be entitled to receive any dividends
or other distributions except as herein provided.
SECTION 3. Voting
Rights. The Series A Serial Preferred Stock shall have such
voting rights as and to the extent required by the Iowa Business Corporation
Act, and otherwise shall have no voting rights.
SECTION 4. Certain
Restrictions. (a) Whenever quarterly dividends or
other dividends or distributions on the Series A Serial Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Serial Preferred Stock outstanding shall have been paid in full, the Company
shall not:
(i) declare or pay dividends
on, make any other distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Serial Preferred
Stock;
(ii) declare or pay
dividends on or make any other distributions on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Serial Preferred Stock, except dividends paid ratably on the
Series A Serial Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;
(iii) redeem or purchase or
otherwise acquire for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Serial Preferred Stock; provided, however, that the
Company may at any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Company ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Serial Preferred Stock; or
A-3
(iv) purchase or otherwise
acquire for consideration any shares of Series A Serial Preferred Stock, or any
shares of stock ranking on a parity with the Series A Serial Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board) to all holders of such shares upon such terms as the
Board, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.
(b) The Company shall not
permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could, under
Section 4(a), purchase or otherwise acquire such shares at such time and in such
manner.
SECTION 5. Liquidation
Rights. Upon the liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, no distribution shall be made
(1) to the holders of any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Serial
Preferred Stock unless, prior thereto, the holders of shares of Series A Serial
Preferred Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (x) $1,000 per whole share
or (y) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (2) to the holders of any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series
A Serial Preferred Stock, except distributions made ratably on the Series A
Serial Preferred Stock and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up; provided, that no
holder of any Series A Serial Preferred Stock shall be authorized or entitled to
receive upon involuntary liquidation of the Company an amount in excess of
$100.00 per share of Series A Serial Preferred Stock.
SECTION 6. Consolidation, Merger,
etc. In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other
property, then in any such case the then outstanding shares of Series A Serial
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share equal to the Formula Number then in effect times the aggregate
amount of stock, securities, cash or any other property (payable in kind), as
the case may be, into which or for which each share of Common Stock is exchanged
or changed. In the event both this Section 6 and Section 2 appear to
apply to a transaction, this Section 6 will control.
SECTION 7. No Redemption; No Sinking
Fund. (a) The shares of Series A Serial Preferred
Stock shall not be subject to redemption by the Company or at the option of any
holder of Series A Serial Preferred Stock; provided, however, that,
subject to Section 4(a)(iv), the Company may purchase or otherwise acquire
outstanding shares of Series A Serial Preferred Stock in the open market or by
offer to any holder or holders of shares of Series A Serial Preferred
Stock.
A-4
(b) The shares of Series A
Serial Preferred Stock shall not be subject to or entitled to the operation of a
retirement or sinking fund.
SECTION 8. Ranking. The
Series A Serial Preferred Stock shall rank junior to all other series of
preferred stock of the Company unless the Board shall specifically determine
otherwise in fixing the powers, preferences and relative, participating,
optional and other special rights of the shares of such series and the
qualifications, limitations and restrictions thereof.
SECTION 9. Fractional
Shares. The Series A Serial Preferred Stock shall be issuable
upon exercise of the Rights issued pursuant to the Rights Agreement in whole
shares or in any fraction of a share that is one one-thousandth of a share
(as such fraction may be adjusted as provided in the Rights Agreement) or any
integral multiple of such fraction which shall entitle the holder, in proportion
to such holder’s fractional shares, to receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Serial Preferred Stock. In lieu of any fractional shares, the Company
may elect (a) to make a cash payment as provided in the Rights Agreement for
fractions of a share other than one one-thousandths of a share (as such
fraction may be adjusted as provided in the Rights Agreement) or any integral
multiple thereof or (b) to issue depositary receipts evidencing fractional
shares of Series A Serial Preferred Stock pursuant to an appropriate agreement
between the Company and a depository selected by the Company; provided, however, that such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as holders
of the Series A Serial Preferred Stock.
SECTION 10. Reacquired
Shares. Any shares of Series A Serial Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancelation become authorized but unissued shares of
Preferred Stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board pursuant to the
provisions of the Articles of Incorporation.
SECTION 11. Amendment. So
long as any shares of Series A Serial Preferred Stock shall be outstanding,
(i) none of the powers, preferences and relative, participating, optional
and other special rights of the Series A Serial Preferred Stock as herein
provided shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series A Serial Preferred
Stock so as to affect them adversely and (ii) no amendment, alteration or
repeal of the Articles of Incorporation or of the By-laws of the Company shall
be effected so as to affect adversely any of such powers, preferences, rights or
privileges.
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